59 N.Y.2d 662 (1983)
The doctrine of part performance may be invoked to remove an oral agreement from the Statute of Frauds only if the plaintiff’s actions are unequivocally referable to the agreement alleged.
Summary
Anostario sued Vicinanzo seeking to enforce an oral agreement for equal shares in a corporation formed to manage a building. The lower courts disagreed on whether Anostario’s actions constituted sufficient part performance to overcome the Statute of Frauds. The Court of Appeals reversed the Appellate Division’s order, holding that Anostario’s actions were not unequivocally referable to the alleged oral agreement. The court emphasized that the actions alone must be unintelligible or extraordinary without reference to the oral agreement; simply giving significance to the actions is insufficient. Since Anostario’s actions could be explained by other expectations, the Statute of Frauds applied, and the complaint was dismissed.
Facts
Anostario and Vicinanzo allegedly made an oral agreement to form a corporation to purchase and manage a seven-story office building. Vicinanzo, an attorney, would handle legal and financial aspects, while Anostario would manage the building. Both signed a purchase agreement as co-promoters and a bank note for the down payment. Anostario later assigned his interest in the purchase contract to the newly formed corporation. Anostario claimed these actions constituted part performance of the oral agreement for equal shares in the corporation.
Procedural History
Anostario sued Vicinanzo in Supreme Court, Montgomery County, seeking specific performance of the alleged oral agreement. The Supreme Court dismissed the complaint based on the Statute of Frauds. The Appellate Division reversed, granting specific performance based on sufficient part performance. Vicinanzo appealed to the New York Court of Appeals.
Issue(s)
Whether Anostario’s actions (signing a purchase agreement as co-promoter, signing a bank note for the down payment, and assigning his interest to the corporation) were unequivocally referable to the alleged oral agreement to convey a one-half interest in Vicinanzo’s corporation, thus removing the agreement from the Statute of Frauds.
Holding
No, because Anostario’s actions were not unequivocally referable to the alleged oral agreement; they could be explained by other expectations, such as receiving compensation in a form other than an equity interest in the corporation, or as preparatory steps toward a future agreement.
Court’s Reasoning
The Court of Appeals reversed, reinstating the Supreme Court’s dismissal. The court emphasized that the doctrine of part performance requires actions to be unequivocally referable to the alleged agreement. “It is not sufficient…that the oral agreement gives significance to plaintiff’s actions. Rather, the actions alone must be ‘unintelligible or at least extraordinary’, explainable only with reference to the oral agreement.” The court found Anostario’s actions were equivocal, reasonably explained by expectations other than an equity interest, such as compensation. The court also noted the actions could be viewed as preparatory steps toward a future agreement. Therefore, the Statute of Frauds applied, barring enforcement of the oral agreement. The court cited Burns v. McCormick, 233 N.Y. 230, 232 and Grade Sq. Realty Corp. v Choice Realty Corp., 305 N.Y. 271, 282 to support its reasoning. The court concluded that because no exception to the Statute of Frauds was demonstrated, the Supreme Court correctly dismissed Anostario’s complaint.